X0202 4 2005-04-12 0 0001072379 NORTHWEST BIOTHERAPEUTICS INC NWBT 0001289580 Toucan Capital Fund II, LP 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA MD 20814 0 0 1 0 0001289627 Toucan General II, LLC 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA MD 20814 0 0 1 0 0001289626 Toucan Management, LLC 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA MD 20814 0 0 1 0 0001289624 Powers Linda F 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA MD 20814 0 0 1 0 0001289625 Robertson Bruce C 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA MD 20814 0 0 1 0 0001289628 Hemphill Robert F Jr. 7600 WISCONSIN AVENUE 7TH FLOOR BETHESDA MD 20814 0 0 1 0 10% Convertible Secured Promissory Note 2005-04-12 4 P 0 450000.00 445500.00 A 2006-04-12 Common Stock 11250000 450000.00 I see footnote Warrant 2005-04-12 4 P 0 4500000 4500.00 A 2012-04-12 Common Stock 4500000 4500000 I see footnote 10% Convertible Secured Promissory Note (the "Note") issued to Toucan Capital Fund II, L.P. ("Toucan Capital") on April 12, 2005 (the "Issuance Date") pursuant to an Amended and Restated Recapitalization Agreement between Toucan Capital and Northwest Biotherapeutics, Inc. (the "Issuer") dated July 30, 2004 and as amended on October 22, 2004, November 10, 2004, December 27, 2004, January 26, 2005 and April 12, 2005 (the "Recapitalization Agreement"). The Note has a principal amount of $450,000 with interest accruing from the Issuance Date. The conversion price for a discretionary conversion of the Note is the lowest of: (i) the lowest nominal or effective price per share paid by any investor at any time on or after April 26, 2003 (subject to certain exceptions); (ii) the lowest nominal or effective price at which any investor is entitled to acquire shares pursuant to any other security, instrument, or promise, undertaking, commitment, agreement or letter of intent of the Issuer outstanding on or after April 26, 2004 or granted, issued, extended or otherwise made available by the Issuer at any time on or after April 26, 2003 (subject to certain exceptions); and (iii) the lesser of $0.10 per share or a 35% discount to the average closing price per share of the Common Stock during any twenty consecutive trading days beginning with the twenty consecutive trading days immediately preceding April 26, 2004 (with the limitation that the conversion price under this clause (iii) will be no less than $0.04 per share). As of April 12, 2005, the conversion price of the Note was $0.04 per share based on the formula described in footnote 2. The aggregate principal amount of, and accrued interest on, the Note is immediately convertible at the option of Toucan Capital. The Note is convertible into any debt or equity security authorized for issuance by the Issuer (currently Common Stock and Series A Cumulative Convertible Preferred Stock (the "Series A Stock")). Represents shares that the reporting persons may acquire upon conversion of the aggregate principal amount of the Note. The aggregate consideration provided by Toucan Capital for the securities reported herein was $450,000 and was allocated as follows: (i) $445,500 for the Note; and (ii) $4,500 for the Warrant (as defined below). In addition to the Note described herein, Toucan Capital also holds eight additional convertible secured promissory notes on similar terms. The aggregate principal amount of all notes held by Toucan Capital as of April 12, 2005 was $4,800,000 and the aggregate principal amount of such notes was convertible into an aggregate of 120,000,000 shares of capital stock. Accrued interest on these notes as of April 12, 2005 was convertible into an additional 7,336,301 shares of capital stock. Toucan Capital also holds 32,500,000 shares of Series A Stock (which are convertible into common stock on a 1-for-1 basis, subject to adjustment). Consists of the Note held by Toucan Capital. Toucan General II, LLC ("Toucan General") is the general partner of Toucan Capital. Toucan Management, LLC ("Toucan Management") provides managerial assistance on behalf of Toucan General pursuant to a management contract. Linda Powers, Robert Hemphill, Jr. and Bruce Robertson, Ph.D. are managing directors of Toucan Capital, managing members of Toucan General and Toucan Management, and members of the investment committee of Toucan Capital. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of his, her or its respective pecuniary interests therein. Warrant issued to Toucan Capital on April 12, 2005 pursuant to the Recapitalization Agreement (the "Warrant"). The exercise price of the Warrant is $0.04 per share. The Warrant is immediately exercisable. The Warrant is exercisable for any debt or equity security authorized for issuance by the Issuer (currently Common Stock and Series A Stock). In addition to the Warrant described herein, Toucan Capital also holds (i) two warrants having different exercise prices and expiration dates than the Warrant, which are exercisable for an aggregate of 66,000,000 shares of capital stock; (ii) four warrants having the same exercise prices but different expiration dates than the Warrant, which are exercisable for an aggregate of 32,500,000 shares of capital stock; and (iii) a warrant to purchase an additional 13,000,000 shares of Series A Stock (which would be convertible into common stock on a 1-for-1 basis, subject to adjustment). Consists of the Warrant held by Toucan Capital. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of his, her or its respective pecuniary interests therein. /s/ Darren DeStefano, attorney-in-fact 2005-04-14